This rights offering circular is prepared by management. No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this circular. Any representation to the contrary is an offence. This is the circular we referred to in the January 23, 2017 rights offering notice, which you should have already received. Your rights certificate and relevant forms were enclosed with the rights offering notice. This circular should be read in conjunction with the rights offering notice and our continuous disclosure prior to making an investment decision. All dollar amounts in this Circular are in Canadian dollars unless otherwise stated. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act), or the securities laws of any state of the “United States” (as defined in Regulation S under the U.S. Securities Act). This rights offering circular does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States, and the securities offered herein may not be offered or sold in or into the United States or to U.S. persons unless registered under the 1933 Act and applicable state securities laws, or pursuant to an exemption from such registration requirements as described herein. “United States” and “U.S. persons” are as defined in Regulation S under the 1933 Act.

Rights offering circular

January 23, 2017

CROSSWINDS HOLDINGS INC. (“Crosswinds” or the “Issuer”) SUMMARY OF THE OFFERING Why are you reading this circular? This circular provides detailed information about the rights offering (“Rights Offering”). The Issuer is offering rights (“Rights”) to its shareholders to subscribe for common shares (“Common Shares”) at a purchase price of $1.25 per Common Share in an effort to increase its shareholder distribution and to improve liquidity in the Issuer’s Common Shares which is expected to occur to the extent that Rights are resold on the Toronto Stock Exchange (“TSX”). See “How does a holder sell or transfer Rights?” on page 11 of this Rights Offering circular (“Circular”). Crosswinds is currently closely held by insiders with 76% of the issued and outstanding Common Shares being part of a control block. See “Insider Participation” on page 5 of this Circular. The Rights Offering is expected to increase shareholder distribution and liquidity to the extent that holders of Common Shares sell their Rights on the TSX. If Rights are exercised they will also provide financing for the Issuer. Holders of the Issuer’s Common Shares should have received a Rights offering notice dated January 23, 2017 along with a Rights certificate and the relevant forms.

What is being offered? The Issuer is offering a total of 5,304,007 Rights to holders of its outstanding Common Shares as of January 30, 2017 (the “Record Date”) to subscribe for additional Common Shares of the Issuer. Each holder will receive one Right for each one Common Share held. What does a Right entitle you to receive? Each Right entitles the holder to subscribe for one additional Common Share at a subscription price of $1.25 (the “Subscription Price”) on or before February 28, 2017 (the “Basic Subscription Privilege”). Any holder of Rights who exercises all of its Rights has the privilege of subscribing for additional Common Shares at the same Subscription Price (the “Additional Subscription Privilege”). What is the subscription price? The Subscription Price is one Right and the sum of $1.25 to subscribe for one additional Common Share. The Subscription Price represents a discount of 48.7% to the market price for the 20 trading days immediately preceding the date hereof. The Company’s net book value as at September 30, 2016 was $3.73. The Subscription Price represents a discount of 66.5% to the net book value as at September 30, 2016.1 When does the offer expire? The final exercise time for Rights is 4:00 p.m. (EST) on February 28, 2017 (the “Expiry Time”), after which time unexercised Rights will be void and without value. What are the significant attributes of the rights issued under the rights offering and the securities to be issued upon the exercise of the rights? The Rights may be exercised for Common Shares of the Issuer prior to the Expiry Time. The exercise or Subscription Price of the Rights is at a 48.7% discount to market price for the 20 trading days immediately preceding the date hereof. The Rights will trade on the TSX during the period from January 26, 2017 to February 28, 2017. Rights holders may sell their Rights through the TSX during that period. The Rights do not have to be exercised in order for them to be sold (See “How Does a Rights Holder Sell or Transfer Rights” on page 11 of this Circular). Holders of Common Shares are entitled to dividends if, as and when declared by the Board of Directors, to vote at any meetings of the holders of Common Shares with each Common Share entitling the holder to one vote upon liquidation, dissolution or winding up of the Issuer and to receive the remaining property and assets of the Issuer. All of the Common Shares outstanding are fully paid and non-assessable. Crosswinds will issue up to a maximum of 5,304,007 Common Shares upon the exercise of Rights. Crosswinds does not have any class of shares authorized and issued other than the Common Shares. 1

Net book value per share is a non-International Financial Reporting Standards (IFRS) financial measure. The Company calculates the net book value per share as it believes it to be an important metric that shareholders use and frequently request and refer to because shareholders often view the Issuer as a holding company of investments in private entities. Net book value is a non-IFRS financial measure that does not have any standardized meaning prescribed by IFRS and therefore it is unlikely to be comparable to similar measures presented by other issuers. This classification is not an IFRS measure and should not be considered either in isolation of, or as a substitute for, measures prepared in accordance with IFRS.

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What are the minimum and maximum number of Common Shares that may be issued under the rights offering? There is no minimum number of Common Shares which will be issued upon the closing of the Rights Offering. There is a maximum of 5,304,007 Common Shares issuable upon the exercise of the Rights representing 100% of the issued and outstanding Common Shares as at the date hereof. Where will the rights and the securities issuable upon the exercise of the rights be listed for trading? The Rights will be listed on the TSX under the symbol “CWI.RT” and will be posted for trading on the TSX until 12:00 noon (Toronto time) on February 28, 2017 (the “Expiry Date”) at which time they will be halted from trading. The TSX has approved the listing of the Common Shares issuable upon the exercise of the Rights. The currently outstanding Common Shares are listed and posted for trading on the TSX under the symbol “CWI”. Can Rights bought through the TSX be used to purchase securities of the Issuer at the Subscription Price? Yes, provided the Rights and the necessary funds are delivered to the Subscription Agent no later than the Expiry Date of February 28, 2017. Beneficial holders should contact their intermediaries as described in this Circular. USE OF AVAILABLE FUNDS What will our available funds be upon the closing of the Rights Offering? The amount of funds raised in the Rights Offering will affect different areas of the business depending on the level of funds raised (see the chart below). What will our available funds be assuming various levels of subscription of the Rights Offering at a Subscription Price of $1.25 per Common Share? Impact on the Issuer

Assuming 15% of offering

Assuming 50% of offering

Assuming 75% of offering

Assuming 100% of offering

$994,501

$3,315,004

$4,972,506

$6,630,009

A

Amount to be raised by this offering

B

Selling commissions and fees

$25,000

$25,000

$25,000

$25,000

C

Estimated offering costs (e.g. legal, accounting, audit)

$50,000

$50,000

$50,000

$50,000

D

Available funds: D = A – (B + C)

$919,501

$3,240,004

$4,897,506

$6,555,009

How will we use the available funds? All net proceeds from the Rights Offering will be used (i) for general working capital purposes; (ii) to capitalize Crosswinds Re; and (iii) to explore and develop InsurTech opportunities. Crosswinds is in the financial services investment business with a focus on the insurance industry and is seeking to increase its working capital as well as to capitalize its newly formed reinsurance

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subsidiary, Crosswinds Re, so that Crosswinds Re will be in a position to write business in the next wind season commencing in June 2017. Crosswinds Re is a specialty reinsurance company formed in the Cayman Islands. Crosswinds Re is licensed as a class B(iii) reinsurer by the Cayman Islands Monetary Authority. Crosswinds Re has been formed to act as a specialty reinsurer as part of Crosswinds’ integrated insurance, reinsurance and asset management structure with an initial focus on the Florida property and casualty market. Crosswinds will seek to secure right of first refusal agreements with primary insurance carriers including Crosswinds’ investee, Monarch National Insurance Company, which would provide a source of premium for Crosswinds Re. There can be no assurance that such agreements will be reached and such arrangements would be subject to regulatory approval. InsurTech represents opportunities for primary insurers and reinsurers to innovate with new business models and innovations. The amount of funds raised in the Rights Offering will affect management’s allocation of funds to different segments. In all scenarios, the first $600,000, or part thereof, raised in the Rights Offering will be allocated to general working capital.

Description of intended use of available funds listed in order of priority

Assuming 15% of offering

Assuming 50% of offering

Assuming 75% of offering

Assuming 100% of offering

General Working Capital

$600,000

$600,000

$600,000

$600,000

Crosswinds Re Capitalization

$300,000

$2,490,004

$4,147,506

$5,805,009

$19,501

$150,000

$150,000

$150,000

$919,501

$3,240,004

$4,897,506

$6,555,009

InsurTech Opportunities

Total: Equal to total available funds in table above

Crosswinds expects it will need to raise additional funds in the future to further capitalize Crosswinds Re after the Rights Offering which it expects to do in a third party fund structure. This larger capitalization would permit Crosswinds Re to write more meaningful amounts of business after it establishes a track record of basic operations which the Rights Offering is expected to enable it to do. If successful, this additional raise would result in a dilution of Crosswinds’ interest in Crosswinds Re in proportion to the amount of third party funds raised. We intend to spend the available funds as stated. We will reallocate funds only for sound business reasons. How long will the available funds last? Management believes available funds will last more than 12 months. The Issuer currently has working capital in excess of its basic requirements for the next 12 months. However, Crosswinds Re requires funding to commence active business operations. Management expects that the Issuer will monetize its non-insurance assets in 2017 and commencing in 2018 may begin to receive distributions from its primary insurance investment in Monarch, subject to regulatory and corporate approvals, which would

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provide additional sources of funds. Crosswinds has been engaged in ongoing efforts to monetize its non-insurance assets and although there can be no assurance as to the amount of proceeds to be received, these may be in excess of our recorded book value. As management cannot control the timing and quantum of these events, the Issuer is pursuing the Rights Offering at this time to ensure that the Company remains sufficiently well capitalized beyond the next 12 month period while also enabling it to begin to actively operate Crosswinds Re which has a seasonal component given wind season commences in June of each year. INSIDER PARTICIPATION Will insiders be participating? Yes. Each of the Directors and officers who currently beneficially own, directly or indirectly, or control or direct Shares have indicated that they intend to participate in the Rights Offering with respect to at least some of their Shares. CDJ Global Catalyst LLC (“CDJ”), a principal shareholder of the Issuer, controlled by Colin King, the Chief Executive Officer of Crosswinds, represents managed accounts, including accounts for which Mr. King is the beneficial owner, which in the aggregate hold approximately 76% of the issued and outstanding Common Shares of Crosswinds. Concurrent with the announcement of this Rights Offering, certain CDJ account holders are exiting the control block as their accounts will cease to be managed by CDJ. Accordingly, CDJ, during the course of the Rights Offering, will have managed accounts representing approximately 61% of the issued and outstanding Common Shares. Because the Rights Offering is a corporate action, CDJ has advised that under its managed account agreements, each CDJ account holder will make its own decision as to whether or not to participate in the Rights Offering. CDJ has advised Crosswinds that it will advise its account holders of the benefits of exercising as outlined in this Circular and will also inform them of Crosswinds’ dual objective for the Rights Offering: (1) raising funds for the purposes outlined herein; and (2) enhancing liquidity of the Common Shares and increasing shareholder distribution. Achieving the second objective is contingent on at least some CDJ account holders not exercising their Rights but rather selling them on the TSX to new shareholders. Mr. King has advised he intends to personally participate in the Rights Offering with respect to acquiring some additional Common Shares to assist the Issuer’s fund raising efforts but other Rights will be available for sale in an effort to increase Crosswinds’ shareholder distribution and to improve liquidity. In addition, CDJ has advised Crosswinds that it is expected that CDJ holders who exercise their Rights and acquire additional Common Shares of Crosswinds will hold those additional Common Shares outside of the control block. Who are the holders of 10% or more of our securities before and after the Rights Offering? Name

Holdings before the offering

CDJ Global Catalyst, LLC

3,235,797

(1)

61% (1)

shares

(2)

Holdings after the offering (shown as a range) 3,235,797 to 6,471,534 shares or 30.5%-61%(3)

CDJ is controlled by Colin King, the Chief Executive Officer of the Company. The CDJ holdings represent a control block and are held in managed accounts.

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(2)

(3)

As described above, immediately prior to the Rights Offering, CDJ had managed accounts representing an aggregate of 4,038,668 or 76% of the issued and outstanding Common Shares. Concurrent with the announcement of the Rights Offering, CDJ announced that managed accounts representing 802,871 Common Shares were exiting the control block as those managed account agreements were terminated. As described above, it is not known how many CDJ holders will exercise their Rights as underlying holders will make their own decisions. A range has been provided in the chart above of the smallest and largest percentage ownership of Crosswinds that could result immediately after the Rights Offering as a result of the Rights Offering. These calculations assume that the Rights Offering is fully subscribed. In the scenario resulting in 3,235,797 or 30.5% of the Shares held by CDJ, it was assumed that CDJ did not exercise any of its Rights but that these Rights were sold on the TSX and exercised by other non-CDJ holders and in the scenario resulting in 6,471,534 or 61% of the Shares held by CDJ, it was assumed that CDJ exercised all of its Rights for additional Shares. Neither of these outlying scenarios are likely to occur but rather are provided for illustrative purposes only as to the potential impact of the Rights Offering on CDJ holdings.

DILUTION If you do not exercise your rights, by how much will your security holdings be diluted? If a shareholder elects not to exercise their Rights, such shareholder’s proportionate interest in the outstanding Common Shares will be diluted as a result of the exercise of Rights by other shareholders. If a shareholder elects to exercise all of their Rights, such shareholders proportionate interest in the outstanding Common Shares will not be diluted. If a shareholder elects to exercise their right to purchase additional Common Shares, such shareholders proportionate interest in the outstanding Common Shares will be increased. As at the Record Date the Issuer has 5,304,007 Common Shares issued and outstanding. If all Rights are exercised the Issuer will issue an additional 5,304,007 Common Shares which is a dilution factor of 100%. If all of the Rights are exercised, the net book value2 reported as at September 30, 2016 of $3.72 would be reduced to $2.49 for a net book value3 dilution factor of 67%. MANAGING DEALER, SOLICITING DEALER AND UNDERWRITING CONFLICTS Who is the managing dealer and what are its fees? Crosswinds has retained Hybrid Financial Ltd. (“Hybrid”) to provide marketing and distribution support in connection with the Rights Offering. Hybrid will be contacting registered broker dealers in an effort to increase awareness of the Issuer and specifically any Rights that may be available for sale on the TSX. Hybrid will be paid a fixed fee of $25,000 for its role in the Rights Offering. Does the managing dealer have a conflict of interest? Hybrid does not have a conflict of interest requiring disclosure as contemplated in National Instrument 33-105Underwriting Conflicts. HOW TO EXERCISE THE RIGHTS How does a security holder that is a registered holder participate in the Rights Offering? Registered shareholders of the Issuer who hold Rights Certificates and wish to subscribe for additional Common Shares must exercise their Rights in the manner described below.

2 3

See cautionary note regarding net book value on page 2 of this Circular. Ibid.

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1.

Complete and sign Form 1 on the Rights Certificate. The maximum number of Rights which initially may be exercised is shown in the box on the upper right hand corner of the face of the Rights Certificate. If Form 1 is completed so as to exercise some but not all of the Rights evidenced by the Rights Certificate, the holder of the Rights Certificate will be deemed to have waived the unexercised balance of such Rights, unless Computershare Investor Services Inc. (the “Subscription Agent”) is otherwise specifically advised by such holder at the time the Rights Certificate is surrendered to the Subscription Agent.

2.

Optional. Complete and sign Form 2 on the Rights Certificate only if you also wish to participate in the Additional Subscription Privilege. See “Additional Subscription Privilege” set out below.

3.

Enclose payment in Canadian funds by cheque, bank draft or money order payable to the order of “Computershare Investor Services Inc.”. The amount of payment will be $1.25 per additional Common Share. Payment must also be included for any additional Common Shares subscribed for under the Additional Subscription Privilege.

4.

Deliver or mail the completed Rights Certificate and payment in the enclosed return envelope addressed to the Subscription Agent so that it is received by the Subscription Agent’s office listed below before the Expiry Time. If mailing, registered mail is recommended. Please allow sufficient time to avoid late delivery. The signature of the Rights Certificate holder must correspond in every particular with the name that appears on the face of the Rights Certificate. Mailing is at the sole risk of the holder of Rights and neither the Company nor the Rights Agent accept any responsibility for the mailing.

The Subscription Agent has been appointed to receive subscriptions and payments from holders of Rights and to perform the services relating to the exercise and transfer of the Rights. The following office of the Subscription Agent has been appointed to perform these services: By Hand Delivery or Courier:

By Mail:

Computershare Investor Services Inc. 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 Attention: Corporate Actions

Computershare Investor Services Inc. P.O. Box 7021 31 Adelaide Street East Toronto, Ontario M5C 3H2 Attention: Corporate Actions

Signatures by a trustee, executor, administrator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity should be accompanied by evidence of authority satisfactory to the Subscription Agent. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any subscription will be determined by the board of directors of the Issuer in its sole discretion, and any determination by the board of directors will be final and binding on the Issuer and its security holders. Subscriptions are irrevocable. The board of directors of the Issuer reserves the right to reject any subscription if it is not in proper form or if the acceptance thereof or the issuance of additional Common Shares pursuant thereto could be unlawful. The board of directors of the Issuer also reserves the right to waive any defect in respect of any particular subscription. None of the board of directors, the Issuer or the Subscription Agent is under any duty to give any notice of any defect or irregularity in any subscription, nor will they be liable for the failure to give any such notice.

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Additional Subscription Privilege To exercise the Additional Subscription Privilege, any holder of a Rights Certificate who exercises all of his, her or its Rights by completing Form 1 on the Rights Certificate for the maximum number of additional Common Shares that may be subscribed for with the number of Rights evidenced by such Rights Certificate may concurrently exercise his, her or its Additional Subscription Privilege by completing Form 2 on the Rights Certificate, specifying the number of additional Common Shares desired. The purchase price for additional Common Shares subscribed for under the Additional Subscription Privilege must accompany the Rights Certificate when it is delivered to the Subscription Agent and is payable in Canadian funds by cheque, bank draft or money order payable to the order of “Computershare Investor Services Inc.”. These funds will be placed in a segregated account pending allocation of the additional Common Shares, with any excess funds being returned by mail without interest or deduction. As soon as practicable after the Expiry Time, the Subscription Agent will mail to each holder who completed Form 2 on the Rights Certificate, a certificate for the additional Common Shares which that holder has purchased and shall return to the holder any excess funds paid for the subscription of additional Common Shares by such holder under the Additional Subscription Privilege, without interest or deduction. How does a security holder that is not a registered holder participate in the Rights Offering? Only registered shareholders of the Issuer will be provided with Rights Certificates by the Issuer. For shareholders whose Common Shares are held through a participant of CDS Clearing and Depository Services Inc. (“CDS”) (your brokerage firm) (each, a “CDS Holder”), Rights will be electronically deposited with CDS. The Issuer expects that each CDS Holder will receive a confirmation of the number of Rights issued to him, her or it from his, her or its CDS participant in accordance with the practices and procedures of the CDS participant. CDS will be responsible for establishing and maintaining book-entry accounts for its participants holding Rights. A CDS Holder may subscribe for additional Common Shares by instructing the CDS participant holding his, her or its Rights to exercise all or a specified number of such Rights and forwarding the Subscription Price for each additional Common Share subscribed for in accordance with the terms of the Offering and the instructions, policies and procedures of the relevant CDS participant. The entire Subscription Price for additional Common Shares subscribed for must be paid at the time of subscription and must be received by the Subscription Agent prior to the Expiry Time. Accordingly, if a CDS Holder is subscribing through a CDS participant, such CDS Holder must deliver payment (by a method acceptable to the relevant CDS participant) and instructions to the CDS participant sufficiently in advance of the Expiry Time to allow the CDS participant to properly exercise the Rights on such CDS Holder’s behalf. The Issuer and the Subscription Agent shall have no liability for: (i) the records maintained by CDS or CDS participants relating to the Rights or the accounts maintained by CDS; (ii) maintaining, supervising or reviewing any records relating to such Rights; (iii) any advice or representation made or given by CDS or CDS participants with respect to the rules and regulations of CDS; (iv) any action to be taken by CDS or CDS participants or any failure by CDS or CDS participants to take any action; or (v) any matter relating to the Rights or the exercise thereof. The ability of a person having an interest in Rights held through a CDS participant to pledge such interest or otherwise take action with respect to such interest (other than through a CDS participant) may be

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limited due to the lack of a physical Rights Certificate. CDS Holders must arrange purchases or transfers of Rights and the exercise of Rights to purchase additional Common Shares (pursuant to the Basic Subscription Privilege or the Additional Subscription Privilege) through CDS participants. The Issuer expects that confirmation(s) of such purchases and/or transfers will be provided by the relevant CDS participant in accordance with the practices and procedures of such CDS participant. Except as otherwise specifically provided herein (see “Shareholders Requiring Exemptions”), payment of the Subscription Price, or any purchase price for additional Common Shares pursuant to the Additional Subscription Privilege, by a CDS Holder will constitute a representation to the Issuer, the Subscription Agent and to any CDS participant that the subscriber is not a U.S. person or the agent of any U.S. person and is not purchasing the additional Common Shares for the account or benefit of, or for the resale to, any U.S. person. Subscriptions for additional Common Shares (pursuant to the Basic Subscription Privilege or the Additional Subscription Privilege) made in connection with the Offering through a CDS participant will be irrevocable and subscribers will be unable to withdraw their subscriptions for additional Common Shares once submitted. All other eligible registered shareholders of the Issuer must exercise their Rights in accordance with the procedures set out in this Rights Offering Circular. See also “Shareholders Requiring Exemptions”. Who is eligible to receive rights? Rights will be issued and forwarded to registered and beneficial shareholders who are residents of all provinces and territories of Canada (the “Qualified Jurisdictions”) and to those Shareholders Requiring Exemptions who have satisfied the requirements set forth below under “Shareholders Requiring Exemptions”. Rights in respect of registered shareholders who are residents of any jurisdiction other than the Qualified Jurisdictions will be issued to and held by Computershare as agent for the benefit of those shareholders not resident in Qualified Jurisdictions (See “Shareholders Requiring Exemptions”). Shareholders Requiring Exemptions This Rights Offering Circular constitutes an offering of the Rights only in the Qualified Jurisdictions and those jurisdictions where it is lawful to do so. The Rights and Common Shares underlying the Rights have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a United States person (except pursuant to an exemption from the registration requirements of such Act). The Rights and the Common Shares underlying the Rights are not being offered to any person who is or appears to be, or the Issuer or the Subscription Agent have reason to believe, is a resident of any jurisdiction or place other than the Qualified Jurisdictions (all such persons together being referred to as “Shareholders Requiring Exemptions”), nor will the Issuer or the Subscription Agent accept subscriptions from any security holder or from any transferee of Rights who is or appears to be, or who the Issuer or the Subscription Agent have reason to believe is a resident of any jurisdiction or place other than the Qualified Jurisdictions, unless such security holder or transferee provides assurances acceptable

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to the Issuer that such offering to and subscription by such security holder or transferee is lawful and in compliance with all securities and other laws applicable in the jurisdiction where such security holder or transferee is resident. Such assurances may require delivery of an opinion of counsel. A registered Shareholder Requiring Exemptions whose address of record is outside the Qualified Jurisdictions, but who is eligible or who holds Common Shares on behalf of a holder who is eligible to participate in the Rights Offering must notify the Issuer and the Subscription Agent, in writing, on or before the tenth day prior to the Expiry Time if such holder or beneficial holder wishes to participate in the offering. If you are a Crosswinds shareholder who is resident outside of the Qualified Jurisdictions in the United States please refer to the “Notice To Shareholders Requiring Exemptions To Participate In Rights Offering” which has been mailed to you. The Notice explains in detail how you may be able to participate in the Rights Offering and it contains an exemption certificate which must be completed by eligible shareholders and delivered to the Subscription Agent. Rights Certificates will not be issued and forwarded by the Issuer to Shareholders Requiring Exemptions. Shareholders will be presumed to be resident of the place of their registered address, unless the contrary is shown to the satisfaction of the Issuer. Rights Certificates in respect of Shareholders Requiring Exemptions will be issued to and held by the Subscription Agent as agent for the benefit of Shareholders Requiring Exemptions. The Subscription Agent will hold the Rights until February 18, 2017 (ten days before the Expiry Time) in order to give the holders an opportunity to claim the Rights Certificate by satisfying the Issuer that the issue of Common Shares pursuant to the exercise of Rights will not be in violation of the laws of the applicable jurisdiction. Following such date, the Subscription Agent, for the account of Shareholders Requiring Exemptions, will, prior to the Expiry Time, attempt to sell the Rights allocable to such Shareholders Requiring Exemptions and evidenced by Rights Certificates in the possession of the Subscription Agent on such date or dates and at such price or prices as the Subscription Agent shall determine in its sole discretion. If you are a beneficial holder Requiring Exemptions, you should instruct your broker if you want to sell your Rights as the Rights Agent can effect sales only for registered holders. No charge will be made for the sale of such Rights by the Subscription Agent except for a proportionate share of any brokerage commissions incurred by the Subscription Agent and the costs of or incurred by the Subscription Agent in connection with the sale of the Rights. Shareholders Requiring Exemptions will not be entitled to instruct the Subscription Agent in respect of the price or the time at which the Rights are to be sold. The Subscription Agent will endeavour to effect sales of Rights on the open market and any proceeds received by the Subscription Agent with respect to the sale of Rights net of brokerage fees and costs incurred and, if applicable, of the Canadian tax required to be withheld, will be divided on a pro rata basis among such Shareholders Requiring Exemptions and delivered by mailing cheques (in Canadian funds) of the Subscription Agent therefor as soon as practicable to such Shareholders Requiring Exemptions at their addresses recorded on the books of the Issuer. Amounts of less than $10.00 will not be remitted. The Subscription Agent will act in its capacity as agent of the Rights holders on a best efforts basis only and the Issuer and the Subscription Agent do not accept responsibility for the price obtained on the sale of, or the inability to sell, the Rights on behalf of any Ineligible Shareholder. Neither the Issuer nor the Subscription Agent will be subject to any liability for the failure to sell any Rights of Shareholders Requiring Exemptions or as a result of the sale of any Rights at a particular price or on a particular day. There is a risk that the proceeds received from the sale of Rights will not exceed the costs of or incurred by the Subscription Agent in connection with the sale of such Rights and, if applicable, the Canadian tax required to be withheld. In such event, no proceeds will be forwarded. What is the additional subscription privilege and how can you exercise this privilege?

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Any holder of Rights who exercises all of their Rights has the privilege of subscribing for additional Common Shares at the Subscription Price paid to exercise their Rights pursuant to the Additional Subscription Privilege. The additional Common Shares available for such purpose will be those additional Common Shares available under the Rights Offering that have not been subscribed and paid for by the Expiry Time. If the aggregate number of additional Common Shares subscribed for by all holders who exercise their Additional Subscription Privilege is less than the number of available Common Shares, each such holder will be allotted the number of additional Common Shares subscribed for under the Additional Subscription Privilege. If the aggregate number of additional Common Shares subscribed for by all holders who exercise their Additional Subscription Privilege exceeds the number of available Common Shares, each such holder of a Right shall be entitled to receive on exercise of the Additional Subscription Privilege, the number of Common Shares equal to the lesser of:

1.

the number of additional Common Shares subscribed for by the holder under the Additional Subscription Privilege; and,

2.

the product (disregarding fractions) obtained by multiplying the aggregate number of additional Common Shares available through unexercised Rights by a fraction, the numerator of which is the number of Rights previously exercised by the holder and the denominator of which is the aggregate number of Rights previously exercised by the holders of Rights who have subscribed for additional Common Shares under the Additional Subscription Privilege.

To exercise the Additional Subscription Privilege, any holder of a Rights Certificate who exercises all of his, her or its Rights by completing Form 1 on the Rights Certificate for the maximum number of additional Common Shares that may be subscribed for with the number of Rights evidenced by such Rights Certificate may concurrently exercise his, her or its Additional Subscription Privilege by completing Form 2 on the Rights Certificate, specifying the number of additional Common Shares desired. The purchase price for additional Common Shares subscribed for under the Additional Subscription Privilege must accompany the Rights Certificate when it is delivered to the Subscription Agent and is payable in Canadian funds by cheque, bank draft or money order payable to the order of “Computershare Investor Services Inc.”. These funds will be placed in a segregated account pending allocation of the additional Common Shares, with any excess funds being returned by mail without interest or deduction. As soon as practicable after either the Expiry Date, the Subscription Agent will mail to each holder who completed Form 2 on the Rights Certificate, a certificate for the additional Common Shares which that holder has purchased and shall return to the holder any excess funds paid for the subscription of additional Common Shares by such holder under the Additional Subscription Privilege, without interest or deduction. How does a rights holder sell or transfer rights? The Rights will be listed on the TSX on January 26, 2017 under the trading symbol “CWI.RT” and will be posted for trading on the TSX until 12:00 noon (EST) on February 28, 2017. Holders of Rights not wishing to exercise their Rights may sell or transfer them directly or through their stockbroker, investment dealer or CDS participant, as applicable, at the holder’s expense, subject to any applicable

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resale restrictions. Holders of Rights may elect to exercise only a part of their Rights and dispose of the remainder, or dispose of all of their Rights. Any commission or other fee payable in connection with the exercise or any trade of Rights (other than the fee for services to be performed by the Subscription Agent as described herein) is the responsibility of the holder of such Rights. Depending on the number of Rights a holder may wish to sell, the commission payable in connection with a sale of Rights could exceed the proceeds received from such sale. Holders of Rights Certificates To transfer the Rights, complete Form 3 (the “Transfer Form”) on the Rights Certificate, have the signature guaranteed by an “eligible institution” to the satisfaction of the Subscription Agent and deliver the Rights Certificate to the transferee. For this purpose, eligible institution means a Canadian Schedule 1 chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program (STAMP), or a member of the Stock Exchanges Medallion Program (SEMP). Members of these programs are usually members of a recognized stock exchange in Canada or members of the Investment Industry Regulatory Organization of Canada. It is not necessary for a transferee to obtain a new Rights Certificate to exercise the Rights or the Additional Subscription Privilege, but the signature of the transferee on Forms 1 and 2 must correspond in every particular with the name of the transferee shown on the Transfer Form. If the Transfer Form is properly completed, the Issuer and the Subscription Agent will treat the transferee (or the bearer if no transferee is specified) as the absolute owner of the Rights Certificate for all purposes and will not be affected by notice to the contrary. A Rights Certificate so completed should be delivered to the appropriate person in ample time for the transferee to use it before the expiration of the Rights. Common Shares held through CDS Clearing and Depositary Services Inc. For shareholders whose Common Shares are held through a participant of CDS (their stockbroker), see the information contained under the heading “How does a security holder that is not a registered holder participate in the Rights Offering?” on page 8 of this Rights Offering Circular. Trading in Rights on the TSX will terminate at 12:00 noon (EST) on February 28, 2017. When can you trade securities issuable upon the exercise of your Rights? The Rights will be listed on the TSX on January 26, 2017 under the symbol “CWI.RT”. The Common Shares issuable on exercise of the Rights will be listed on the TSX under the symbol “CWI”. The Rights expire at 4:00 p.m. (EST) on February 28, 2017 (the “Expiry Time”), after which time unexercised Rights will be void and without value. Can I buy Rights through the TSX and subscribe for common shares utilizing the Rights? Yes. By purchasing Rights through your Brokerage Firm you can then exercise the Rights on the basis of one common share for every one Right owned. You will pay your subscription funds to your Brokerage Firm who, through the Subscription Agent, will then exercise the Rights you have purchased into Common Shares of the Issuer. Are there restrictions on the resale of securities?

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The Issuer is a reporting issuer in all of the Canadian provinces and territories. Rights issued to holders in the Qualified Jurisdictions and the Common Shares may be resold without hold period restrictions under the applicable securities laws of the Qualified Jurisdictions by such holders provided that: (i) the Issuer is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the resale; (ii) the sale is not a “control distribution”; (iii) no unusual effort is made to prepare the market or create a demand for the securities that are the subject of the resale; (iv) no extraordinary commission or consideration is paid to a person or company in respect of the resale; and (v) if the selling security holder is an insider or officer of the Issuer, the selling security holder has no reasonable grounds to believe that the Issuer is in default of securities legislation. The Issuer is not in violation of any of these restrictions. Will we issue fractional underlying securities upon exercise of the Rights? No, we will not issue fractional Common Shares upon exercise of the Rights. ADDITIONAL INFORMATION Where can you find more information about us? The Issuer’s profile and continuous disclosure can be viewed on the SEDAR website (www.sedar.com). Additional information can be viewed on the Issuer’s website at www.crosswindsinc.com. MATERIAL FACTS AND MATERIAL CHANGES There is no material fact or material change about the Issuer that has not been generally disclosed. FORWARD LOOKING STATEMENTS Certain statements contained in this Offering Circular include words such as “anticipate”, “could”, “should”, “expect”, “seek”, “may”, “intend”, “likely”, “will”, “believe” and similar expressions. These statements relate to matters which are not historical facts. Such statements of our beliefs, intentions and expectations about development, results and events which will or may occur in the future, constitute “forward-looking information” within the meaning of applicable Canadian securities legislation and are based on certain assumptions and analysis made by us derived from our experience and perceptions. Forward-looking information in this Offering Circular includes, but is not limited to: expected cash provided by operations; future capital expenditures, including the amount and nature thereof; expansion and other development trends in our industry; business strategy and outlook; expansion and growth of our business and operations; and other such matters. Actual results, performance or achievements could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do, what benefits will be derived there from. Except as required by law, the Issuer will not update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

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